Last modified: 19 October, 2020
Terms of Service
Subject to the conditions set forth herein, Heck yeah may, in its sole discretion, amend this Terms of Service at any time by posting a revised version on the Site. Heck Yeah will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Heck Yeah, Heck Yeah will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
The Services constitute a technology platform that enables users of Heck Yeah’s mobile applications or websites provided as part of the Services (each, an “Application”) to arrange and schedule online training sessions with independent third party providers of such services, including independent certified fitness coaches and personal trainers, and gymnasium operators or owners, as well as third-party sport equipment and food nutrition suppliers under agreement with Heck Yeah or certain of Heck Yeah’s affiliates (“Third Party Providers”). Unless otherwise agreed by Heck Yeah in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT HECK YEAH DOES NOT PROVIDE FITNESS OR SPORTS SERVICES OR FUNCTION AS A FITNESS OPERATOR AND THAT ALL SUCH FITNESS OR SPORTS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY HECK YEAH OR ANY OF ITS AFFILIATES.
RELATIONSHIP WITH HECK YEAH
Heck Yeah merely makes the Site and Site Services available to enable Third Party Providers and Trainees to find and transact directly with each other. Heck Yeah does not introduce Third Party Providers to Trainees, find Training Sessions for Third Party Providers, or find Third Party Providers for Trainees. Through the Site and Site Services, Third Party Providers may be notified of Trainees that may be seeking the services they offer, and Trainees may be notified of Third Party Providers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Training Session, Trainee or Third Party Providers on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Heck Yeah is not a party to that Service Contract.
You acknowledge, agree, and understand that Heck Yeah is not a party to the relationship or any dealings between Trainee and Third Party Providers. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Coach Services, or (e) paying for Service Contracts or Coach Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information
(defined below). Heck Yeah does not make any representations about or guarantee the truth or accuracy of any Third Party Provider’s or Trainee’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Third Party Providers or Trainees; and does not vet or otherwise perform background checks on Third Party Providers or Trainees. You acknowledge, agree, and understand that Heck Yeah does not, in any way, supervise, direct, control, or evaluate Third Party Providers or their work and is not responsible for any Training Session, or Training Session terms. Heck Yeah makes no representations about and does not guarantee, and you agree not to hold Heck Yeah responsible for, the quality, safety, or legality of Coach Services; the qualifications, background, or identities of Users; the ability of Third Party Providers to deliver Coach Services; the ability of Trainees to pay for Coach Services; User Content, statements or posts made by Users; or the ability or willingness of a Trainee or Third Party Providers to actually complete a transaction.
You also acknowledge, agree, and understand that Third Party Providers are solely responsible for determining, and have the sole right to determine, which Training Session to accept; the time, manner, and means of providing any Coach Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Heck Yeah, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Heck Yeah will not have any liability or obligations under or related to Service Contracts and/or Coach Services for any acts or omissions by you or other Users; (iii) Heck Yeah does not, in any way, supervise, direct, or control any Third Party Providers or Coach Services; or does not impose quality standards; and does not dictate the performance, methods or process Third Party Providers uses to perform services; (iv) Third Party Providers are free to determine when and if to perform Coach Services, including the days worked and time periods of work, and Heck Yeah does not set or have any control over Third Party Provider’s pricing, work hours, work schedules, or work location, nor is Heck Yeah involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Third Party Providers for a Training Session; (v) Third Party Providers will be paid at such times and amounts as agreed with a Trainee in a given Service Contract, and Heck Yeah does not, in any way, provide or guarantee Third Party Providers a regular salary or any minimum, regular payment; (vi) Heck Yeah does not provide Third Party Providers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Heck Yeah does not provide the premises at which Third Party Providers will perform the work. Third Party Providers are free to use subcontractors or employees to perform Coach Services and may delegate work by agreeing with their Trainees to have Third Party Provider’s subcontractor(s) or employee(s). If a Third Party Provider uses subcontractors or employees, Third Party Provider further agrees and acknowledges that this paragraph applies to Heck Yeah’s relationship, if any, with Third Party Provider’s subcontractors and employees as well and Third Party Provider is solely responsible for Third Party Provider’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are a Gymnasium Operator or Gymnasium Member, you expressly acknowledge, agree, and understand that: (1) the Gymnasium Operator is solely responsible for paying its Gymnasium Members for work performed on behalf of the Gymnasium Operator and that such payments will not be made through the Site; (2) Heck Yeah is not a party to any agreement between the Gymnasium Operator and its Gymnasium Members and does not have any liability or obligations under or related to any such agreement, even if the Gymnasium Operator or Gymnasium Member defaults; (3) neither Gymnasium Operators or Owners nor Gymnasium Members are employees or agents of Heck Yeah; (4) Heck Yeah does not, in any way, supervise, direct, or control the Gymnasium Operator or Gymnasium Members; (5) Heck Yeah does not set Gymnasium Operators or Owners’ or Gymnasium Members’ contract terms amongst themselves or with Trainees, fees, pricing, work hours, work schedules, or location of work; (6) Heck Yeah does not provide Gymnasium Operators or Owners or Gymnasium Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Heck Yeah does not provide the premises at which the Gymnasium Operator or Owner or Gymnasium Members will perform the work; and (8) Heck Yeah makes no representations as to the reliability, capability, or qualifications of any Gymnasium Operator or Owner or Gymnasium Member or the ability or willingness of any Gymnasium Operator or Owner to make payments to or fulfill any other obligations to Gymnasium Members, and Heck Yeah disclaims any and all liability relating thereto.
Nothing in this Terms of Service is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other sport and fitness activities or providing any services through any other channels they choose, provided, if applicable. Users are free at all times to engage in such other sport and fitness activities and services and are encouraged to do so.
Subject to your compliance with these Terms, Heck Yeah grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Heck Yeah and Heck Yeah’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Heck Yeah; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain networks.
PROVISION OF THE SERVICES.
You acknowledge that portions of the Services may be made available under Heck Yeah’s various brands or request options associated with fitness or logistics, including the fitness request brands currently referred to as “Heck Yeah,” “Brand 2,” and “Brand 3,”, and the logistics request brands currently referred to as “Brand 4,” “Brand 5” and “Brand 6”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Heck Yeah’s subsidiaries and affiliates; or (ii) independent Third-Party Providers.
THIRD PARTY SERVICES AND CONTENT.
The Services and all rights therein are and shall remain Heck Yeah’s property or the property of Heck Yeah’s licensors. Neither these Terms nor your use of the Services conveys or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Heck Yeah’s company names, logos, product and service names, trademarks or services marks or those of Heck Yeah’s licensors.
Your Use of the Services
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Heck Yeah certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Heck Yeah’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Heck Yeah in writing, you may only possess one Account.
Registration And Acceptance
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by the Terms of Service.
If you create an Account as an employee or agent on behalf of an entity, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the entity.
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Trainee Account, you can add a Coach Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
You can register for an Account or add an Account type to use the Site and Site Services as a Trainee (a “Trainee Account”). Any user using the Site, Site Services, for the purpose of searching for or using Coach Services is a “Trainee” for purposes of the Terms of Service.
Coach, Gymnasium Operator, Gymnasium Member, Sports Equipment & Food Nutrition Suppliers Account
You can register for an Account or add an Account type to use the Site and Site Services as a Coach (a “Coach Account”). Another type of Coach Account you can add is a “Gymnasium Account”, the owner of which is referred to as a “Gymnasium Operator”. A Gymnasium Account allows permissions to be granted to Users under the Gymnasium Account which can be given different permissions to act on behalf of the Gymnasium Operator (each, a “Gymnasium Member”).
You acknowledge and agree that the Gymnasium Operator is solely responsible, and assumes all liability, for (a) the classification of your Gymnasium Members as employees or independent contractors; and (b) paying your Gymnasium Members in accordance with applicable law for work performed on behalf of the Gymnasium Operator for Training Sessions. You further acknowledge and agree that (i) the Gymnasium Operator may determine the Profile visibility and pricing/rate information of any of its Gymnasium Members, and (ii) Gymnasium Members’ Profiles may display training sessions history that includes training sessions done under the Gymnasium Account, including after the Gymnasium Member is no longer a Gymnasium Member.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Gymnasium Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Heck Yeah may close any or all related Accounts.
Identity And Location Verification When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Heck Yeah. You authorize Heck Yeah, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
Usernames And Passwords
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Heck Yeah to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
It is forbidden to use a username that promotes or appeals to violence, discrimination, hatred, pornography, insults, or obscenity by doing so we reserve the right to ban your account.
USER REQUIREMENTS AND CONDUCT.
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive fitness or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., example). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
If a Trainee and Coach decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Trainee and Coach. Trainee and Coach have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Heck Yeah is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or service relationship between Heck Yeah and any Coach or a partnership or joint venture between Heck Yeah and any User.
With respect to any Service Contract, Trainees and Coaches may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Heck Yeah’s rights and obligations under the Terms of Service.
By creating an Account, you agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Heck Yeah at any time by following the directions found at https://www.heckyeah.io/unsubscribe/. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
Heck Yeah may, in Heck Yeah’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Heck Yeah establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Heck Yeah; (iii) may be disabled by Heck Yeah at any time for any reason without liability to Heck Yeah; (iv) may only be used pursuant to the specific terms that Heck Yeah establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Heck Yeah reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Heck Yeah determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
Heck Yeah may, in Heck Yeah’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Heck Yeah through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Heck Yeah, you grant Heck Yeah a worldwide, perpetual, , royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Heck Yeah’s business and on third-party sites and services), without further notice , and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Heck Yeah the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Heck Yeah’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Heck Yeah in its sole discretion, whether or not such material may be protected by law. Heck Yeah may, but shall not be obligated to, review, monitor, or remove User Content, at Heck Yeah’s sole discretion and at any time and for any reason, without notice to you.
You are responsible for compliance with all recording laws. The Third Party Provider can choose to record Training Sessions. By using the Services, you are giving Heck Yeah consent to store recordings for any or all Training Sessions that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the Training Session.
NETWORK ACCESS AND DEVICES.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Heck Yeah does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
This section describes what fees you agree to pay to Heck Yeah in exchange for Heck Yeah providing the Site and Site Services to you and what taxes Heck Yeah may collect, as detailed below.
SERVICE FEES FOR THIRD PARTY PROVIDERS
Third-Party Providers pay Heck Yeah a Service Fee (as defined in this Section) for the use of the Site Services. Heck Yeah charges service fees to Third Party Providers, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services. The Service Fees (to use the Site Services) are paid solely by Third Party Providers. When a Trainee pays a Third Party Providers for a Service or when funds related to a Service are otherwise released to a Third Party Providers, Heck Yeah (“Heck Yeah”) will credit the Third Party Provider Account for the full amount paid or released, and then subtract and disburse to Heck Yeah the Service Fee.
Third-Party Provider hereby irrevocably authorizes and instructs Heck Yeah to deduct the Service Fee from the Third Party Provider Account and pay Heck Yeah on Third Party Provider’s behalf. In the event the Third Party Providers chooses to withdraw funds in a currency other than Euro, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Third-Party Providers pay Heck Yeah a membership fee if they subscribe for a paid membership to access additional features and Site Services. Third-Party Providers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Coach Membership Agreement.
Third-Party Providers may pay Heck Yeah a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Heck Yeah in consideration of costs incurred and administration of disbursements via the disbursement method requested by Third Party Provider and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Schedules on the Site as revised from time to time.
Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Third Party Provider.
Trainees pay Heck Yeah a fee for payment processing and administration related to the Coach Fees they pay to Third Party Providers they engage through the Site, as described in the Fee Agreement. Trainees may also choose to pay for a premium membership plan, as described in the Fee Agreement.
VAT AND OTHER TAXES
Heck Yeah may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Third Party Provider (the “Taxes”). In such instances, any amounts Heck Yeah is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Heck Yeah under the Terms of Service.
NO FEE FOR INTRODUCING OR FOR FINDING TRAINING SESSIONS
Heck Yeah does not introduce Trainees to Third Party Providers and does not help Third Party Providers secure Training Sessions. Heck Yeah merely makes the Site and Site Services available to enable Trainees to do so themselves and may from time to time highlight Sessions that may be of interest. Therefore, Heck Yeah does not charge a fee when a Trainee finds a suitable Third Party Provider or finds a Training Session. In addition, Heck Yeah does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, Heck Yeah will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Heck Yeah. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Heck Yeah will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
You may cancel your Heck Yeah account at any time; however, there are no refunds for cancellation. To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of credit for our Services. In the event that Heck Yeah suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. Any outstanding balance on your account becomes immediately due and payable upon termination of these Terms for any reason.
All Charges are due immediately and payment will be facilitated by Heck Yeah using the preferred payment method designated in your Account, after which Heck Yeah will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Heck Yeah may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
As between you and Heck Yeah, Heck Yeah reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Heck Yeah’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Heck Yeah will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Heck Yeah may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Heck Yeah does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by Heck Yeah (on Heck Yeah’s website, in the Application, or in Heck Yeah’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Heck Yeah provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
Disclaimers; Limitation of Liability; Indemnity; WAIVER.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HECK YEAH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HECK YEAH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. HECK YEAH DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
HECK YEAH SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF HECK YEAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HECK YEAH SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF HECK YEAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HECK YEAH SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HECK YEAH’S REASONABLE CONTROL YOU ACKNOWLEDGE THAT THIRD PARTY FITNESS AND SPORTS PROVIDERS AND PROVIDING FITNESS AND SPORTS SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER FITNESS OR PEER-TO-PEER FITNESS SERVICES OR FOOD NUTRITION SERVICE AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL HECK YEAH’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED EUROS (500 €).
HECK YEAH SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE ONLINE FITNESS, SPORTS, FOOD NUTRITION OR GOODS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT HECK YEAH HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY FITNESS, SPORTS, FOOD NUTRITION OR GOODS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
YOU AGREE TO INDEMNIFY AND HOLD HECK YEAH AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF THE SERVICES OR SERVICES OR GOODS OBTAINED THROUGH YOUR USE OF THE SERVICES; (II) YOUR BREACH OR VIOLATION OF ANY OF THESE TERMS; (III) HECK YEAH’S USE OF YOUR USER CONTENT; OR (IV) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING THIRD-PARTY PROVIDERS.
YOU ACKNOWLEDGE THAT TRAINING CAN BE DANGEROUS. THE FACILITIES AT WHICH A SESSION TAKES PLACE MAY CONTAIN HAZARDS THAT COULD RESULT IN YOUR INJURY OR DEATH OR DAMAGE TO YOUR PROPERTY. THE EQUIPMENT USED AT A SESSION COULD CAUSE YOUR INJURY OR DEATH OR DAMAGE TO YOUR PROPERTY. YOUR TRAINEE OR COACH COULD CAUSE YOUR INJURY OR DEATH OR DAMAGE TO YOUR PROPERTY. YOU ASSUME ALL RISK OF INJURY, DEATH, AND PROPERTY DAMAGE RELATED TO ALL SESSIONS SCHEDULED THROUGH THE SITE. HECK YEAH DOES NOT INSPECT OR MAINTAIN ANY FACILITIES AT WHICH ANY LESSON TAKES PLACE, DOES NOT PROVIDE ANY EQUIPMENT USED AT ANY SESSION, AND IS NOT RESPONSIBLE FOR THE BEHAVIOR OF ANY TRAINEE OR TRAINER. BY SCHEDULING A SESSION, YOU ARE AGREEING THAT HECK YEAH HAS NO LIABILITY WHATSOEVER FOR ANY INJURY, DEATH, OR PROPERTY DAMAGE SUFFERED BY YOU IN CONNECTION WITH SUCH SESSION.
Governing Law; Arbitration; Disputes.
Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of The Republic of France, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be Dublin, The Republic of France, without prejudice to any rights you may have under Article 18 of the Brussels I bis Regulation (OJ EU 2012 L351/1) . The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
For disputes arising between Trainees and Third Party Providers, you agree to abide by the dispute process that is explained in the Payment Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Heck Yeah will not and is not obligated to provide any dispute assistance beyond what is provided in the Payment Instructions.
If Third Party Providers or Trainee intends to obtain an order from any arbitrator or any court that might direct Heck Yeah, or our Affiliates to take or refrain from taking any action with respect to an Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Heck Yeah, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
CLAIMS OF COPYRIGHT INFRINGEMENT.
Claims of copyright infringement should be sent to Heck Yeah’s designated agent. Please visit Heck Yeah’s web page at https://www.heckyeah.io/legal for the designated address and additional information.
Heck Yeah may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Heck Yeah by written communication to Heck Yeah’s address at 31 Boulevard de la Liberté, Marseille 13001.
You may not assign or transfer these Terms in whole or in part without Heck Yeah’s prior written approval. You give your approval to Heck Yeah for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Heck Yeah’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Heck Yeah or any Third Party Provider as a result of the contract between you and Heck Yeah or use of the Services.
If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”
Capitalized terms not defined below have the meanings described in the Terms of Service.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Heck Yeah.
“Trainee” means any authorized User utilizing the Site to seek and/or obtain Coach Services from another User.
“Coach” means any authorized User utilizing the Site to advertise and/or provide Coach Services to Trainees, including Coach Accounts that are Gymnasium Accounts or, if applicable, Gymnasium Members. A Coach is a customer of Heck Yeah with respect to use of the Site and Site services.
“Coach Services” means any services provided by Coaches.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become an User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.
“Site” means, collectively, our website located at www.heckyeah.io, all affiliated websites and applications, including mobile websites and Heck Yeah Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates.
“Site Services” means, collectively, all services (except the Coach Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all Heck Yeah Mobile Applications.
“Heck Yeah Mobile Applications” means all mobile applications published by Heck Yeah or our Affiliates for access to or use of the Site or any Site Services.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to Heck Yeah, including such information that is posted as a result of questions.
“You” means any person who accesses our Site, including a Site Visitor or User and including any entity on whose behalf any such person accesses or uses our Site.